Solstice to acquire Element Solutions in $6.8B revenue combination, targets $180M+ synergies

Solstice Advanced Materials Inc. issued an investor update presentation on July 20, 2026 regarding its proposed acquisition of Element Solutions Inc. The presentation is attached as Exhibit 99.1 to this 8-K filing. This disclosure provides updated information to investors about the pending transaction between the two specialty chemicals companies.

Solstice intends to file a registration statement on Form S-4 with the SEC that will include both a prospectus for the shares to be issued in the acquisition and a joint proxy statement for stockholders of both companies. The definitive joint proxy statement/prospectus will be mailed to stockholders after it is declared effective by the SEC. This represents a procedural step forward in the merger process requiring stockholder approval from both companies.

The transaction is expected to generate over $180 million in run-rate synergies by year 3, with a run-rate potential of approximately $210 million. Synergies are expected to come from footprint optimization (~$20M), supply chain improvements (~$25M), operational savings (~$100M), and other opportunities (~$35M). The deal is anticipated to be accretive to adjusted EPS in year 1 and to enhance combined adjusted EBITDA margins to 26% (28% excluding metals pass-through). Medium-term combined free cash flow conversion is expected to reach approximately 75%.

At closing, the combined company expects net leverage of approximately 3.5x excluding synergies, or 3.1x including year 3 synergies of $180 million. Management is committed to deleveraging below 3.0x within 18 months post-close and maintaining a long-term target net leverage range of 2.0x to 3.0x. The company has secured $4.7 billion in committed bridge financing and expects to allocate approximately 50% of cash flow over the next 24 months to debt repayment while continuing organic growth investments and capital returns to shareholders.

Solstice's nuclear business is positioned as a core growth pillar with over $2 billion in high-quality order backlog and production capacity largely contracted through 2030. The company has 10+ kt/yr annual conversion capacity and a valid NRC license through 2060. Management expects double-digit annual nuclear EBITDA growth through 2030, with the nuclear segment representing an expanding portion of the overall business mix post-transaction.

The transaction requires approval from stockholders of both Solstice and Element Solutions, as well as regulatory approvals. Solstice will file a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus. The filing indicates the transaction structure involves Solstice issuing shares of its common stock to Element Solutions stockholders. No specific closing timeline is disclosed in this 8-K.